Community Health Network of Connecticut Inc.

“The organization has a single class of members. The sole member in that class is community health network of connecticut holdings, inc., a connecticut nonstock corporation organized and operated exclusively for charitable purposes within the meaning of internal revenue code section 501(c)(3).”

“The organization's member has the power to elect the members of the organization's governing body. More specifically, community health network of connecticut holdings, inc., the organization's sole member, has the power to elect and remove, with or without cause, the directors of the organization.”

“Certain governance decisions of the organization are reserved to the member. More specifically, community health network of connecticut holdings, inc., the organization's sole member, has the exclusive power to amend the bylaws of the organization. In addition, in accordance with such bylaws, the organization's sole member has approval right with respect to the organization's ability to (i) adopt or modify the organization's mission statement, (ii) adopt or modify the organization's budgets, (iii) approve significant borrowings, (iv) hire the organization's president, (v) approve significant changes in the organization's activities, (vi) acquire or dispose of significant assets, (vii) file for bankruptcy, and (viii) amend the certificate of incorporation.”

“Once prepared by our third party accountants, the 990 form is reviewed by chnct's director of finance, chief financial officer, chief executive officer, vice president of compliance, and vice president of human resources. After this review process is completed, the 990 form is distributed to each member of the chnct board of directors, and each member of the chnct holdings board of directors (chnct holdings is the sole member of chnct) prior to the filing of the document with the irs.”

“All chnct officers, directors and key employees are required to disclose annual interests that could give rise to conflicts to the compliance officer.”

“During 2016, the board engaged an independent compensation consulting firm (sullivan cotter) to conduct a market study and comparison of base compensation, bonus pay, benefits, and total cash compensation for the ceo and most of the officers/vp's (nine positions in all). They also utilized the warren and acap surveys, but supplemented that data with other sources. They compared the nine positions to an equally weighted blend of health plan, not-for-profit, and general industry markets. In comparing to the not-for-profit and general industry markets, they utilized annual revenue size as scope data. For the nine positions treated in the consultant's market study, salary ranges were adjusted in keeping with the market data, and approved by the board's compensation and personnel committee (the committee). Adjustments to base salary were reviewed and approved by the committee in keeping with norms identified by the consultant. For the remaining key positions, (i.e. Those falling outside the scope of the consultant's study), market data were obtained from three recognized survey sources (warren hmo survey, acap executive salary survey, and economic research institute executive assessor). Incumbent salaries were compared to an equally-weighted survey median salary, and salary ranges established and approved by the committee. A range of salary increases based upon incumbents' compa-ratio was subsequently approved by committee, subject to the limitations of the company's overall administrative expense budget, as approved by the full board. In 2017 chnct adopted the consulting firms' recommendations that were approved by the committee as described above.”

“Upon request, these documents would be made available on the premises of the company's corporate location for review by the public.”

“Transfer to holdings -100,000.”

“The organization has a committee responsible for the oversight of the audit as well as the selection of the independent accountant.”